Request For Proposal (RFP) for appointment of Consultant ... · proposal with a view to influence the examination, evaluation, ranking and appointment. Such an effort shall result

Request For Proposal (RFP) for appointment of Consultant for sustainable growth and profitability for IDBI Bank Limited.

RFP for appointment of Consultant for sustainable

growth and profitability for IDBI Bank Ltd.

2

Index

Sr No Topic Page no

Important Information for RFP 3

1 Terms of RFP Response 4

2 Background on IDBI Bank Ltd. 8

3 Terms of Reference 9

4 Process of Selection 11

5 Submission of Bids 15

6 Evaluation of Bids 18

7 General Terms and Conditions 21

8 Annexures 37



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Important Information for RFP

Name of the Company IDBI Bank Limited (hereinafter

referred to as “IDBI Bank” or “the

Bank”)

Address for Communication Mr. Aloke Sengupta Chief General Manager, Corporate Strategy & Communications Department, IDBI Tower, 19th Floor, WTC Complex, Cuffe Parade, Mumbai-400005. Email: [email protected] Tel no. 022-22187172

Website address of IDBI Bank Limited www.idbi.com

Activity Date, Time & Place

Date of Issuance of RFP May 16, 2017

Last date for written request for any clarifications

May 23, 2017 at 6 PM IST

Pre-Bid Meeting May 26, 2017 at 11.30 AM IST

Mezzanine Floor, IDBI Bank, IDBI

Tower, WTC Complex, Cuffe

Parade, Mumbai

Last Date for submission of bids June 07, 2017 at 11 AM IST Mezzanine Floor, IDBI Bank, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai

Opening of Bids (Eligibility & Technical) June 07, 2017 at 11 AM IST Mezzanine Floor, IDBI Bank, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai

Discussion / Presentation with the selection

committee

Will be informed to the eligible

bidders in due course

Opening of Financial bids Will be informed only to the

qualified agencies in due course.

Note:

1. IDBI Bank reserves the right to change dates without assigning any reasons thereof. Intimation of

the same shall be notified on the Bank’s website

2. This bid document is not transferable.

3. If a holiday is declared on the dates mentioned above, the bids shall be received / opened on the

next working day at the same time specified above and at the same venue unless communicated

otherwise.

IST – Indian Standard Time =GMT+5.30 Hours

mailto:[email protected]

http://www.idbi.com/



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1. Terms of RFP response

1.1. This Request for Proposal (RFP) document has been prepared solely for the purpose of

enabling IDBI Bank in defining the requirements for appointment of a Consultant for sustainable growth and profitability in the Bank. The RFP document is not a recommendation, offer or invitation to enter into contract, agreement or any other arrangement in respect of the services. The provision of the services is subject to observance of selection process and appropriate documentation being agreed between the Bank and any successful Bidder as identified by the Bank after completion of the selection process as detailed in Section 6 of this document.

1.2. While this document has been prepared in good faith, neither the Bank nor any of its employees make any representation or warranty or shall have any responsibility whatsoever in respect of this document. Any liability is accordingly and expressly disclaimed.

1.3. This document is meant to provide information only and upon the express understanding

that the recipients / bidders will use it only for the purpose set out herein.

1.4. The consultancy firm / bidders shall bear all costs associated with the preparation and submission of the Tender including but not limited to additional information required by the Bank, attendance of meeting etc and IDBI Bank will in no case be held responsible or liable for these costs, regardless of the conduct or outcome of the tendering process.

1.5. The recipients / bidders must apply its own care and conduct its own investigation and analysis regarding any information contained in the RFP document and the meaning and impact to that information.

1.6. This document constitutes no form of commitment on the part of the Bank. Each recipient /

bidder acknowledges and accepts that the Bank may, in its sole and absolute discretion, apply whatever criteria it deems appropriate in the selection of organisations, not limited to those selection criteria set out in this RFP document. The issuance of RFP document is merely an invitation to offer and must not be construed as any agreement or contract or arrangement nor would it be construed as material for any investigation or review to be carried out by the recipients / bidders. The recipients/ bidders unconditionally acknowledge by submitting its response to this RFP document that they have not relied on any idea, information, statement, representation or warrant given in this RFP document.

1.7. IDBI Bank reserves the right to reject any or all the bids without assigning any reasons

thereof without thereby incurring any liability to the consultants / bidders or any obligation to inform the affected consultants / bidders on the grounds for the Bank‟s action or without assigning any reasons, whatsoever.The decision of IDBI Bank shall be final, conclusive and binding on all the Bidders/parties directly or indirectly connected with the bidding process and the same shall not be questioned / challenged.

1.8. The Bank may be notified of any omission / discrepancy in the RFP before the closure of

bid. If required, the Bank may thereafter modify the RFP. The modified RFP would be hosted on the Bank‟s website.



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1.9. IDBI Bank also reserves the sole right for carrying out any

amendments/ modification / changes including any addendum to this RFP. Such

amendments / modifications / changes including any addendum to this RFP shall be

notified on the Bank‟s website www.idbi.com and these will be binding on the bidders.

1.10. IDBI Bank reserves the sole right to cancel the RFP at any stage without assigning any

reason.

1.11. Before tendering, the bidders are requested to carefully examine the Tender / Bid

Documents, Terms & Conditions of Assignment, Specifications and if there is or

appears to be any ambiguity there in, they should immediately refer the matter to

IDBI Bank, for clarification.

1.12. Any Tenders / Bids received by IDBI Bank after the deadline for submission of tenders

prescribed by IDBI Bank will be summarily rejected and returned unopened to the

Bidders. IDBI Bank shall not be responsible for any delay or non-receipt/ non-delivery of

the documents.

1.13. From the time the proposals are opened to the time of appointment, bidders should not

contact the Bank or any of its employees or representatives on any matter related to the

proposal with a view to influence the examination, evaluation, ranking and appointment.

Such an effort shall result in rejection of the bids.

1.14. All submissions, including any accompanying documents, will become the property of the

Bank. The bidder shall be deemed to have licensed, and granted all rights to the Bank to

reproduce the whole or any portion of their submission for the purpose of evaluation, to

disclose the contents of the submission to other bidders and to disclose and/or use the

contents of the submission as the basis for any resulting RFP process, notwithstanding

any copyright or other intellectual property right of the recipient / bidder in the submission

or accompanying documents.

1.15. RFP Validity period

RFP responses will remain valid and open for evaluation according to their terms for a period of

at least 90 days from the RFP opening date.

The Bank shall also have the right at its sole and absolute discretion to continue the

assignment/contract with the successful bidder for future requirements on the rates finalized in

this processing for various items/activities as described in the financial bid, or at the price

negotiated thereafter, after expiry of current assignment period. In exceptional circumstances,

the Bank may solicit the Bidder‟s consent to an extension period of validity.

1.16. Communication on the RFP

Recipients are required to direct all communications for any clarification related to this RFP, to the RFP Coordinator mentioned below:

http://www.idbi.com/



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Mr. Aloke Sengupta Chief General Manager, Corporate Strategy & Communications Department, IDBI Tower, 19th Floor, WTC Complex, Cuffe Parade, Mumbai-400005. Email: [email protected] Tel no. 022-22187172 All queries relating to the RFP, technical or otherwise, must be by email only and will be entertained by the Bank only in respect of the queries received upto the date and time specified in the section Important Information for RFP. The Bank will respond to all the queries in the pre bid meeting. Bank may, in its absolute discretion seek, but being under no obligation to seek, additional

information or material from any bidders after the closure of RFP and all such information and

material provided will be taken to form part of that bidders response.

1.17. Sub-contracting

The Bank expects a single bidder having in-house capabilities to deliver the scope as per the

Terms of Reference. Formation of consortium or association of consultants or sub-contracting of

services in whole or part with other firms shall not be permitted. In case the consultant / bidder is

found to not possess the requisite capabilities, it will be summarily disqualified from the process

for this assignment.

1.18. Application Money

The bidder shall submit Application Money of INR 15,000 (Rupees Fifteen thousand only) by

way of Demand Draft issued in favour of IDBI Bank Ltd, payable at Mumbai, which is non-

refundable along with RFP response. The Bank may, at its discretion, reject any consultant /

bidder where application money has not been furnished with the bid documents.

1.19. Bid Earnest Money

The bidder shall submit Earnest Money Deposit (EMD) by way of Demand Draft or Bank

Guarantee of INR 10,00,000/- (Rupees Ten lakhs only) issued by any Bank in India, in favour of

IDBI Bank Ltd, payable at Mumbai along with the bid documents. In case of unsuccessful

bidders, EMD or Bank Guarantee will be returned on completion of selection process. For the

successful bidder, EMD will be returned on submission of performance Bank Guarantee as given

in Section1.20.

The earnest money deposit or invoked Bank Guarantee amount of a Consultant may be forfeited

by the Bank if the consultant / bidder withdraws its bid during the bid validity period.

1.20. Performance Bank Guarantee

The selected Bidder has to provide an unconditional and irrevocable Performance Bank

Guarantee of 10% of the contract value from a Public Sector Bank in India (other than IDBI Bank

Ltd.) towards due performance of the contract in accordance with the specifications, terms and

conditions of RFP document, within 15 days from the intimation from the Bank. The Performance

mailto:[email protected]



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Guarantee shall be kept valid upto 60 days, beyond the contract period. The EMD/Bank

Guarantee of the successful bidder / consultant may be forfeited by the Bank if the consultant /

bidder fails to furnish Performance Bank Guarantee within 15 days from the date of selection by

the Bank for any reason whatsoever. The cost of performance Guarantee would have to be

borne by the successful bidder.



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2. Background on IDBI Bank

IDBI Bank Ltd., since its inception in 1964, has essayed a key nation-building role, initially as a

Development Financial Institution (DFI) and thereafter, as a full-service commercial bank. IDBI

Bank, today, is the youngest, new generation, public sector universal bank that rides on a cutting

edge core banking Information Technology platform. Headquartered in Mumbai, the Bank offers

an entire gamut of personalised and innovative banking product and services to its corporate,

retail, MSME and agri clients through its large network of Branches and ATMs and its digital

delivery channels. Few of the business highlights are enumerated below:

The Bank had an aggregate Balance sheet size of Rs. 4,02,712 crore and total business of Rs.

5,16,119 crore as on December 31, 2016.

Presence in 1,404 locations in India

As on March 31, 2017, the Bank‟s network stood at 1,896 branches (including one overseas

branch at Dubai International Financial Centre (DIFC), Dubai, one International Banking Unit

(IBU) at GIFT, Gujarat) and 3,537 ATMs.

The broad list of products and services offered by the Bank is mentioned below:

o Retail Banking Products

o Priority Sector Products

o Corporate Banking Products

o Transaction Banking Products

o Treasury Products



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3. Terms of reference

3.1. Introduction

IDBI Bank is exploring avenues to identify areas and strategies for cost containment and revenue

maximization leading to sustainable growth and profitability for the Bank. The Bank intends to

formulate a strategic program to focus on four areas namely revenue enhancement, cost control &

reduction, asset productivity and overall program management coordinating across multitude of

initiatives. This will enable the Bank to identify and address the existing lacunae, capitalize on core

strengths and improve existing products and processes. The Scope of Work for Consultants is

defined below:

3.2 Time Frame for programme

The project is envisaged for total duration of 9 months from the date of appointment. The Bank,

at its discretion, may continue the services of the consultant for partnering for a further period of

not exceeding 9 months.

3.3 Scope of work for Consultants

The Scope of the project shall include, but is not limited to:

3.3.1 Revenue Enhancement

Preventing revenue leakages by identification and process changes

Developing a mechanism for pricing discipline for products and services

Developing cross-sell campaigns for deepening relation with existing customers by leveraging

customer analytics

Defining strategies for enhancement in sales productivity by identifying target customer

segments for growth with profitability and optimizing customer specific channel mix.

Setting up system for customer account profitability and branch profitability

Reducing PSL drag of the Bank

Identifying new sources of non-interest income and set up effective processes and

procedures for improving fee income

Setting up a mechanism to measure effectiveness of channels and product profitability

(including third party products) at regular intervals

3.3.2 Cost Control and Reduction

Analysing components of cost and identifying areas of cost savings and benchmarking with

industry standards

Evaluating the existing mechanism of distribution of cost under various heads and

formulating strategies/ plan for controlling/ optimising cost

Modification in administrative and business processes to reduce cost

Leveraging Omni-channel distribution network which will ensure optimum mix of physical,

automated, and virtual channels.



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3.3.3 Asset and Employee Productivity

Optimization of capital

Comprehensive real estate strategy with asset divestitures / lease back arrangements

Analysis of existing employee productivity; identify reasons for decline in employee

productivity; and recommend measure to address this issue through policy intervention,

dedicated training programmes, implementing performance management system, among

others.

3.3.4 Management of Overall Program

Mechanisms for slippage prevention in key business parameters of the Bank (NPA,

profitability etc) , smart alerts and corrective action tracking

Implementing processes for continuous data quality improvement

Strategic advice for stake sale of non-core assets

Guide on skill / capability development program for program to succeed.

3.4 Milestones

The selected consultant should draw up a turnaround plan within first 4 weeks of appointment.

The turnaround plan should contain both short term and medium term milestones. The milestones

will cover all the key aspects of the project as detailed in the scope of the RFP. The envisaged

milestones would be defined in the Service Level Agreement.

3.5 Commitment on resources

The Bank envisages continuous involvement of the consultant throughout the assignment. A

dedicated project team has to work on site at the Bank‟s premises for the entire duration of the

project. The on-site team shall consist of a judicious mix of Senior, Middle, and Junior executives

having the requisite experience. A team of at least 5 suitable qualified and experienced

professionals in the field should be part of the dedicated team.

The on-site team of consultants would need to work under the overall guidance and control of

senior executives of Consultant Firm. Subject Matter Experts should be brought on-board to

provide necessary support to the on-site team when the need arises.

The selected Consultant would need to submit the phase wise resource deployment plan for the

approval of the Bank. The Bank will evaluate the technical bids with particular emphasis on the

quality, commitment, and composition of resources positioned for various roles in the project.



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4. Process of Selection

The process of selection would be as follows:

a) Issue of RFP

b) Clarification / Pre Bid Meeting

c) Submission of Bids

d) Opening of Eligibility & Technical Bids

e) Discussion / Presentations of the firms meeting eligibility criteria with selection committee - Technical Score

f) Opening of financial bids of the bidders that are technically qualified(Technically qualified

bidders will be ones that have scored above the predefined threshold decided by the Bank) –

Financial Score

g) Award of contract based on combined score of the bidder

4.1 Eligibility

A list of the qualifying requirements and the supportive documents that need to be submitted are

given in table below. Along with these documents, the firm must also submit “Undertaking” as

per Annexure 1.

Sr. No

Details Supporting Documents

to be submitted

1 The Consultant should have been in existence in India since April 01, 2007 or earlier with ability to service the client across India and should have an office in Mumbai. The Consultant should be a Government Organisation/ Public Sector Unit/ Partnership Firm/Private Limited Company/ Limited Liability Company/MNC/ Public Limited Company registered or incorporated in India. It should not be an Individual / Proprietary Firm / HUF etc.

Certificate of Incorporation / Constitutional Documents

2 The Consultant must have a minimum 5 years of experience in providing consulting services to Indian Public Sector Banks / New Private Sector Banks/ Foreign Banks.

Relevant details of the engagement for past 5 years with client certificates. (Annexure 2)

3 The Consultant should have undertaken at least one programme in Public Sector Banks / New Private Sector Banks/ Foreign Banks on a Long Term basis (More than 6 Months) in the areas of Profit Maximisation/ Cost Optimisation/ Revenue Improvement/ Business Strategy in the last 5 years in India.

Relevant details of engagement(s) undertaken in the last five years (Annexure 2)

4 The Consultant should have in-house capability to take up assignment on their own but not through any associates. Joint and collative Bids will not be accepted

Undertaking Letter (Annexure 1)



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Sr. No

Details Supporting Documents

to be submitted

5 The Consultant should have average positive profit in the last three consecutive financial years (2014-15, 2015-16 and 2016-17). The profitability at Profit Before Tax levels would be considered for evaluation.

Certified copies of audited Balance sheet and Profit & Loss

OR

Certificate from auditor certifying the average positive profit for the last three consecutive years.

6 The Consultant must have earned a fee of at least Rs.

100 crores (Rupees One Hundred Crores Only) from

management consultancy services during each of the three

previous financial years i.e. April 2014 to March 2017.

Fee from services other than management consultancy viz

audit, tax etc would not be included.

Suitable certification by

Statutory/ Tax Auditors.

In case the Consultant

provides non-consultancy

services also, the fee

from consultancy

services only will be

considered, relevant

certificate from Statutory/

Tax Auditors will be

required.

7 The Consultant should not be owned or controlled by any Director or Employee (or Relatives) of IDBI Bank

Self-Declaration by the Consultant on Company‟s letter head (Annexure 4)

8 The Consultant should not have been penalised or found

guilty in any court of law and the consultant shall not have

been blacklisted / debarred by any Central Government

Ministry/ Bank/ RBI/ IBA/ any regulatory authority and not

involved in any major litigation that may have impact or

compromise the delivery of services required during last

three years i.e. April 2014-March 2017 and April 2017

onwards till date.

Self- Certification by the

Consultant on

C o m p a n y ‟ s letter

head to be provided.

However, IDBI Bank

would have the right to

independently verify the

same.

(Annexure 5)

9 The company / firm has not defaulted to any Bank within

the jurisdiction of India

CIBIL report of the

company / firm

Note: a. Cut-off date for the above to be taken as April 01, 2017 unless otherwise specified. b. Documentary evidence must be submitted for each criterion. c. Public Sector Banks include Reserve Bank of India. d. Scheduled commercial banks / Public Sector Banks exclude RRBs and Cooperative

Banks. e. Banks refer to Banks in India only.

f. Completion Letter/ Reference Letter (Format given in annexure 3) from relevant Senior



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Executive of the client to be attached for each engagement reference mentioned.

Apart from the above minimum criteria, the bidder is also required to give the following information:

Sr No Document Required

i) Ownership and nature of entity (public, partnership, subsidiary,etc.).

ii) IncomeTax returns for past three years.

iii) Board resolution (in case of company) or Power of Attorney authorizing the authorized signatory to sign on behalf of the bidder.

iv) Proof of address of registered office.

v) Service Tax Registration Certificate

vi) Integrity pact as per Annexure 10

IDBI Bank reserves the right to ask for additional / alternate documents from the bidder.

The firms meeting the eligibility criteria as laid out above will be taken forward to the next stage

of technical evaluation.

Non - submission of any of the specified documents by the bidder would result in rejection of bid.

4.2 Technical Bid

Technical proposal will include details of overall approach to the areas listed in this RFP along

with specific proposals/solution on each of these areas covering the conceptualisation, design

and implementation stages. Technical proposal should also clearly articulate the deliverables at

the end of each phase of work. The consultancy firm / successful bidder is expected to work with

the Bank to ensure early implementation of their recommendations.

The Technical Bid should be complete in all respects and contain all information required in the

document.

4.3 Financial Bid

The Financial bid will contain the financial quote covering total price/fees/cost of undertaking the

assignment inclusive of all out of pocket expenses of the consultant. Service tax / any other

applicable taxes have to be excluded. Consultants / bidders will bid an overall amount for the

entire programme duration of 9 months. No upward revision in the price would be considered on

any count. Relevant price information and the rates should be quoted in Indian Rupees only. The

format of Financial Bid is given in Annexure 9.

The Financial bid made by the firm should take care of the following points:

1) The Financial Bid contradicting the Technical Bid (TB) in any manner will be rejected.

2) Financial Bid containing conditional offers will be rejected.

3) In case of discrepancy in words and figures, the price quoted in words will be taken as final.

4) There should not be any hidden costs for the items quoted.

5) The Bank is not responsible for the arithmetical accuracy of the bid. The consultants /

bidders will have to ensure all calculations are accurate.

6) The Bank at any point in time for reasons whatsoever is not responsible for any



14

assumptions made by the Consultant. The Bank at a later date will not accept any plea of

the Consultant or changes in the financial offer for any such assumptions.

7) Any overwriting, erasure, etc. has to be initialed by the authorized person. 8) It may be noted that the Bank will not pay any other amount and other expenses like travel

and accommodation etc. except the agreed professional fee and applicable Taxes. 9) The Bank will pay the Tax as per the rate applicable at the time of making payment. The

TDS amount at prevailing rate shall be deducted from the payments to be made to the successful bidder / consultant.

10) The consultant shall take into account all conditions and difficulties that may be encountered during the course of assignment, while quoting the rate.



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5 Submission of Bids

5.1 The response to the RFP will be in three parts:

(1) Eligibility

(2) Technical Bid

(3) Financial Bid

All the three parts should be submitted at the same time, but in separately sealed envelopes

giving full particulars in the manner specified in the points below. The envelopes should reach on

or before the timeline mentioned in the Important Information for RFP given at beginning of this

RFP.

5.2 The RFP response documents should be submitted in paper copies of the following:

1) Envelope 1: A sealed envelope containing full particulars of eligibility criteria (specified in

section 4.1.) should be super scribed “ELIGIBILITY CRITERIA FOR APPOINTMENT OF

CONSULTANT”.

2) Envelope 2: A sealed envelope containing Technical Bid documents (specified in section

4.2) should be super scribed “TECHNICAL BID FOR APPOINTMENT OF

CONSULTANT”. The envelope should contain three sub-envelopes with the following:

a. Sub Envelope 1 should contain the application money demand draft (as specified

in section 1.18) and should be super scribed as “APPLICATION MONEY FOR

APPOINTMENT OF CONSULTANT”

b. Sub envelope 2 should contain the EMD demand draft OR BANK GUARANTEE

(specified in section 1.19) and should be super scribed as “EARNEST MONEY

DEPOSIT OR BANK GUARANTEE FOR APPOINTMENT OF CONSULTANT”

c. Sub-envelope 3 should contain the hard copy of the Technical Bid documents

(specified in section 4.2) and should be super scribed “TECHNICAL BID FOR

APPOINTMENT OF CONSULTANT”

• Detailed approach, methodology and work plan (including methodology for

transfer of skills and capabilities) as per Annexure7

• Details about the team, its composition, and key executives proposed in

various roles of the programme, as per performa for the Bank to compare

the quality of teams between different Bidders, Staffing Schedule, team

structure and profiles of programme leadership and experts who will be

involved in the engagement in various capacities as mentioned in

Annexure8

• Self Declaration regarding full time professional staff engaged exclusively in consulting services (as per Annexure 6)

3) Envelope 3: A sealed envelope containing soft copy of the eligibility criteria and technical

criteria submitted in a pen drive and should be super scribed “SOFT COPY OF

ELIGIBILITY CRITERIA &TECHNICAL BID FOR APPOINTMENT OF CONSULTANT”.

Scan copy in PDF format of all the documents submitted as paper copies to be put on

pen drive.

4) Envelope 4: A sealed envelope containing Financial Bid Document (specified in section



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4.3) should be super scribed “FINANCIAL BID FORAPPOINTMENT OF CONSULTANT”

5) The above FOUR envelopes should be put together in a FIFTH envelope super scribing

“APPOINTMENT OF CONSULTANT FOR SUSTAINABLE GROWTH AND

PROFITABILITY FOR THE BANK – NAME OF THE CONSULTANT”

6) The e-mail address and phone/fax numbers of the Bidder should also be indicated on the

sealed envelope and all sub- envelopes.

7) The proposal should be prepared in English in MSWord/ Excel/ PDF format. All

correspondence will be in English. All forms may please be filled in Arial 12 Font in

double spacing format. The Bid shall be typed in indelible ink and shall be signed by the

Bidder or a person or persons duly authorized by the bidder to bind the bidder to the

contract. The person or persons signing the Bids shall initial all pages of the Bids. Any

interlineations, erasures or overwriting shall be valid only if they are initialed by the

person signing the Bids. The Bank reserves the right to reject the Bids not conforming to

the above.

8) The Bidder shall submit the proposals/Bid properly in a file that the papers are not loose.

All the pages of the proposals including documentary proofs should be numbered as

“Page #”.

9) It should be noted that in case of any discrepancy in information submitted by the Bidder

in hard-copy and soft-copy, the hard-copy will be given precedence.

10) Only one submission of the RFP response by each bidder will be permitted. In case of

multiple submissions by the bidder, the first submission made will be given precedence.

11) The Bid must be submitted to the Bank at the following address:

Chief General Manager Corporate Strategy & Communications Department, IDBI Tower, 19th Floor, WTC Complex, Cuffe Parade, Mumbai-400005

Submission by Fax transmission or emails not allowed and will be considered invalid.

5.3 Rules for Responding to this RFP

5.3.1 The firms / bidders should use the formats prescribed by the Bank in submission of the

RFP Response

5.3.2 All responses received after the due date/ time as mentioned in advertisement would be

considered late and would be liable to be rejected.

5.3.3 Documents not required as part of the Tender should not be provided.

5.3.4 All bid responses would be deemed to be irrevocable offers/ proposals from the

consultants / bidders and may be accepted by the Bank to form part of final contract

between the Bank and the selected Consultant/s. Unsigned responses would be treated as

incomplete and are liable to be rejected. The bids once submitted cannot be withdrawn/

modified after the last date for submission of the bids unless specifically permitted by the

Bank.

5.3.5 In case, due to unavoidable circumstances, the Bank does not award the contract within

three months from the last date of the submission of the bids, and there is a possibility to

award the same within a short duration, the Consultant would have the choice to maintain

the EMD with the Bank or to withdraw the bid and obtain the security provided.

5.3.6 The Bank reserves the right not to allow/ permit changes in the technical requirements and



17

not to evaluate the offer in case of non-submission of the technical details in the required

format or partial submission of technical details.

5.3.7 Consultant at no point in time can excuse themselves from any claims by the Bank

whatsoever for their deviations in confirming to the terms and conditions and other

schedules as mentioned in the RFP circulated by the Bank. Consultant shall be fully

responsible for deviations to the terms & conditions etc. as proposed in the RFP.

5.3.8 If related parties (as defined below) submit more than one bid then both/all bids submitted

by related parties are liable to be rejected at any stage at the Bank‟s discretion:

a) Bids submitted by the holding company and its subsidiary

b) Bids submitted by one or more companies having common director/s

c) Bids submitted by one or more Limited Liability Partnership (LLP) firms having common

partners

d) Bids submitted by one or more companies in the same group of promoters/ management

e) Any other bid in the sole discretion of the Bank is in the nature of multiple bids.



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6 Evaluation of bids

6.1 Opening of Bids

The bids received within the prescribed date and time will be opened as per schedule mentioned

in the Important Information for RFP given in the beginning of the RFP. During the opening of the

bids, the bidders can depute an authorized representative (only one) to attend the bid opening

process. No separate information will be given in this regard to the bidders for deputing their

representatives. The representative has to submit an authority letter duly signed by the

Management Consultancy firm, authorizing him to represent and attend the Bid opening on

behalf of Management Consultancy firm. The authorised representative having photo

identification, present shall sign a register of attendance. However, bids would be opened even

in the absence of any or all representatives of the bidder.

6.2 Preliminary Scrutiny

The Bank will scrutinise the offers received to determine whether they are complete and as per RFP requirement. The firms meeting the eligibility criteria will be taken forward to the next stage of technical evaluation.

6.3 Technical Evaluation

The technical bid submitted will be evaluated by selection committee. The selection committee

would undertake a discussion / presentation with the consultancy firms on the understanding of

the key challenges before the Bank, proposed Approach and Methodology to be adopted, time

frame for implementation of activities in the Bank and the proposed team. The technical

capabilities and competence of the Management Consultancy firm should be clearly reflected in

the discussion / presentation. The Bank will inform the date, time and venue of the discussion /

presentation to the Consultancy firms that have met the eligibility criteria.

Kindly note that the team proposed in the Technical Proposal (in Annexure 8) will need to

necessarily be made available to the Bank for delivery of the assignment. During the course of

the discussion / presentation, the Bank has the right to interview the proposed personnel, to

decide whether to deploy him / her in the project or not. The Bank shall reserve the right to seek

the change of Resource personnel in case of need. The Bank reserves the right to review the

decision of appointment in the event the Bank is not satisfied with the performance.

Based on the details submitted by the Consultancy firms in the Technical Proposal and the

Discussion / Presentation with the Selection Committee of the Bank, the Technical Evaluation of

the eligible Management Consultancy firms will be carried out as furnished below:



19

Criteria Requirements Max Marks

Company Profile 5

Full-time professional staff engaged exclusively in consulting services (Number of staff) in India as on April 01, 2017

>=250 employees: 5 marks 5

>=200 to <250 employees: 4 marks




Resource Profile 15

- Relevant experiences of dedicated resources (Junior, middle and senior)

The dedicated resources proposed for the project should have experience in one or more of the related areas

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Relevant Experience in India 30

Relevant experience in the areas of Revenue Enhancement/ Cost control and reduction/ Asset productivity / Business Strategy to be demonstrated in engagements for Public Sector Banks / New Private Sector Banks/ Foreign Banks on a Long Term basis (more than 6 Months) that have been undertaken in the last 5 years in India

The Consultant has to provide case studies pertaining to relevant engagements undertaken by it in India.

30

Approach & Methodology 50

Demonstration of understanding of the Bank‟s context and the requirements mentioned in the RFP

Nature of issues identified, challenges likely to be encountered, mitigation proposed

15

Approach and methodology adopted by the consultant to identify and address the challenges

Assessment to be based on: 20

Completeness of the response

Exhaustiveness

Depth of analysis exhibited

Timelines & Deliverables

Result Orientation Assessment to be based on: 15

Level of Detail of the knowledge sharing plan

Comprehensiveness of the plan

Timelines

Total 100

Bidders who are eligible as per the eligibility criteria and score at least 70 marks out of 100 from

the technical evaluation criteria would be considered as technically qualified. The Bank, at its

sole discretion, may also choose to lower the minimum score from 70 marks.

Note: a) Documentary evidence must be submitted for each criterion and undertaking or

declaration made by the consulting firm must be on the company letter head and is to be

signed by an authorized signatory



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b) For the purpose of this RFP, Public Sector Banks would include Reserve Bank of India

c) Scheduled commercial banks / Public Sector Banks exclude RRBs and Cooperative

Banks

d) Banks refer to Banks in India only

e) Completion Letter / Reference Letter (Format given in Annexure 3)from relevant Senior

Executive of the client to be attached for each engagement reference mentioned.

6.4 Combined Score

The marks scored in the technical bid which essentially rates the bidder on technical criteria will

be given weightage of 80%. The financial bids will be given weightage of 20%. The combined

score of technical and financial will determine the ranking of the firms. In case of a tie in the

combined score between bidders, the bidder with higher technical score will be given a higher

rank. The Bank will appoint the top ranked consultant based on the ranking derived from

the combined score.

Calculation of combined score

Score = ( )

( )

T(w) = weight of the technical score (80)

HTS= highest evaluated technical score among the qualified bidders

ETS= evaluated technical score of bidder

F(w)= weight of the financial score (20)

LC= lowest rate quoted among the qualified bidders

C = rate quoted by the bidder

6.5 Notification of outcome

Bank will either notify the consultant who has been appointed in writing or email as soon as

practicable, about the outcome of the RFP evaluation process. Bank is not obliged to provide

any reasons for any such acceptance or rejection. The decision of IDBI Bank shall be final,

conclusive and binding on all the Bidders/parties directly or indirectly connected with the bidding

process and the same shall not be questioned / challenged.



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7 General terms and conditions

7.1 Adherence to terms and conditions

The Consultants who wish to submit their responses to this RFP should note that they should

abide (in true intent and spirit) by all the terms and conditions contained in the RFP. If the

responses contain any extraneous conditions put in by the respondents / bidders, such

responses may be disqualified and may not be considered for the selection process.

7.2 Consultant’s General Responsibilities

The Consultant shall, subject to the provisions of the Assignment and with due care, execute

the work and take all responsibility, including the supervision thereof and all other things,

whether of a temporary or permanent nature, required in and for such execution.

The Consultant shall carry out and complete the work in accordance with prevailing good

industry practices and using workmanship of the quality and standards there in specified,

provided that where and to the extent some approval of the quality of the standards of

workmanship is a matter of opinion, such quality and standards shall be to the satisfaction of

IDBI Bank.

The Consultant should provide professional, objective and impartial advice at all times and

hold the Bank‟s interest paramount and should observe the highest standard of ethics,

values, code of conduct, honesty and while executing the assignment.

7.3 Sufficiency of Tender

The Consultants shall be deemed to have satisfied itself as to the correctness and sufficiency

of the rates and prices before agreeing to the Terms and Conditions. The rates quoted by the

Consultants shall be adequate to complete the assignment according to the specification and

conditions attached thereto. The Consultants should take into account all conditions and

difficulties that may be encountered during the course of assignment and quote the amount,

which shall include agreed professional fee/ contract amount without taxes, royalties and

other duties and the value and all details of other facilities and services necessary for proper

completion of the assignment, except such as may be otherwise provided in the contract

document for completion of the assignment.

7.4 Execution of Service Level Agreement (SLA) / Non-Disclosure Agreement NDA

The selected Consultant will be required to execute the following:

a. Service Level Agreement (SLA) which will include all the services and terms and

conditions of the services to be extended as detailed here in and as may be prescribed or

recommended by IDBI Bank; and

b. Non-disclosure Agreement (NDA)



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If the selected Consultant differs / does not agree on any conditions / terms of the contract,

the Bank has the right to appoint the next ranked Consultant without any obligation or

without assigning any reasons to anyone and shall not be held liable for any losses or

damages caused by such action.

Unless and until a formal Agreement is prepared and executed, this Tender (RFP) together

with the written acceptance of the Consultant thereof shall constitute binding Terms and

Conditions between the parties.

7.5 Tenure The Consultant will be appointed for a period of 9 months from the date of appointment,

which inter-alia shall include the period of successful implementation. However, this would be

subject to satisfactory performance during periodic reviews which would be solely adjudged

by IDBI Bank. In case the performance of the consultancy firm is deemed unsatisfactory, the

contract will be terminated as per the provision of the “termination of contract” clause

mentioned in this RFP.

IDBI Bank, at its discretion, may extend the services of Consulting Agency for partnering for a

further period of not exceeding 9 months. For the extended period the payment and the terms

and conditions would be the same.

7.6 No Commitment to Accept Lowest Financial Proposal by value IDBI Bank shall be under no obligation to accept the lowest price bid or any other offer

received in response to this RFP and shall be entitled to reject any or all offers including

those received late or incomplete offers without assigning any reason whatsoever. The Bank

reserves the right to make any changes in the terms and conditions of purchase. The Bank

will not be obliged to meet and have discussions with any Consultant, and/or to listen to any

representations unless there is change in the terms and conditions of purchase.

7.7 Payment terms IDBI Bank will release the payment of the agreed Professional Fees to the selected

Consultant after deduction of applicable taxes at source, for which contract will be executed

by the Bank with the chosen/selected Consultant.

Payments will be made on quarterly basis based on achievement of demonstrable results of

the envisaged milestones including specific areas pertaining to cost reduction and

improvement in revenue.

If any of the items/ activities corresponding to which certain price as mentioned in the price

Bid is quoted, are not taken up by the Bank during the course of this assignment, the Bank

will not pay the professional fees quoted by the selected Consultant in the Price Bid against

such activity/ item.

7.8 Penalty If the selected Consultant fails to complete the due performance of the contract in accordance

with the specifications and conditions agreed during the final contract negotiation, the Bank



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reserves the right to recover penalty @ 1.00% of the contract value per week or part thereof

as Penalty for non-performance/ delayed performance.

Notwithstanding whatsoever stated in para above, if the selected Consultant fails to adhere to

the time schedule or fails to complete the due performance of the obligations under this RFP

as per the Bank„s satisfaction, then the Bank can repudiate the contract and recover 20.00%

of the contract value as penalty from the selected Consultant.

7.9 Taxes All applicable taxes on the consultancy fee will be paid by IDBI Bank. The Consultant shall be

responsible for deposit of all taxes, duties, levies, fees or charges in respect of the works as

required for the Assignment to concerned Government authorities. Also TDS will be deducted

from the payments to the Consultant as per applicable laws.

7.10 Statutory authority obligations, notices, fees & charges The Consultant shall comply with and give all notices required by any Act, any instrument,

rule or order made under any Act, or any regulation or byelaw of any relevant authority

which has any jurisdiction with regard to the assignment.

The Consultant would comply with all Applicable Laws as they relate to its performance under

this Agreement. This Agreement shall be governed, interpreted by and construed in

accordance with the substantive laws of India.

7.11 Applicable Law and Jurisdiction of Court The Contract with the selected Consultant shall be governed in accordance with the Laws of

India and will be subject to the exclusive jurisdiction of Courts at Mumbai, Maharashtra.

7.12 Single Point of Contact The selected Consultant should have a local office in India and has to provide details of single

point of contact viz. Name, designation, address, e-mail address, telephone/ mobile no.etc.

7.13 Authorised Signatory The selected Consultant shall indicate the authorized signatories who can discuss and

correspond with the Bank, with regard to the obligations under the contract. The selected

Consultant shall submit at the time of signing the contract, a certified copy of the resolution of

their Board, authenticated by Company Secretary/ Director, authorizing an official or officials

of the company or a Power of Attorney copy to discuss, sign agreements/ contracts with the

Bank. The Consultant shall furnish proof of signature identification for above purposes as

required by the Bank.

7.14 Work Space and administrative requirements The key persons identified by the selected Consultant for the programme should carry out

their activities from IDBI Bank‟s Head Office located at IDBI Tower, World Trade Centre,

Cuffe Parade, Mumbai or from any other suitable location as provided by the Bank. The

Consultant may indicate their administrative requirement to the Bank well in advance. No

charges would be applicable to the Consultant for the same.



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7.15 Substitution of Programme Team Members During the assignment, the substitution of key staff identified for the assignment will not be

allowed unless such substitution becomes unavoidable to overcome the undue delay or that

such changes are critical to meet the obligation. In such circumstances, the selected

Consultant, as the case maybe, can do so only with the prior written concurrence of IDBI

Bank and by providing the replacement staff of the same level of qualifications and

competence. If the Bank is not satisfied with the substitution, the Bank reserves the right to

terminate the contract and recover whatever payments (including past payments and

payment made in advance) made by the Bank to the selected Consultant during the course of

the assignment pursuant to this RFP besides claiming an amount equal to the contract value

as penalty. However, the Bank reserves the unconditional right to insist the selected

Consultant to replace any team member with another (with the qualifications and competence

as required by the Bank) during the course of assignment pursuant to this RFP.

7.16 Rights in Intellectual Property and Material All the rights relating to the Trade Marks and Copy Rights in respect of work generated by the

Consultant on behalf of IDBI Bank and paid for by IDBI Bank shall vest with IDBI Bank.

Provided that IDBI Bank would reimburse the Consultant for any sums of money paid for

the assignment / licensing of the copyright by way of fees, charges, or otherwise as provided

by the guidelines, regulations, rules, or policies of any professional body or association, with

prior approval from IDBI Bank.

In order to perform the services, the Consultant must obtain at its sole account, the necessary

assignments, permits and authorizations from the title holder of the corresponding patents,

models, trademarks, names or other protected rights and shall keep IDBI Bank harmless and

indemnify IDBI Bank from and against claims, proceedings, damages, costs and expenses

(including but not limited to legal costs) for and/ or on account of infringements of said

patents, models, trademarks names or other protected rights.

All documents, report, information, data etc. collected and prepared by Consultant in

connection with the scope of work submitted to IDBI Bank will be property of the Bank. The

Consultant shall not be entitled either directly or indirectly to make use of the documents,

reports given by IDBI Bank for carrying out of any services with any third parties. Consultant

shall not without the prior written consent of IDBI Bank be entitled to publish studies or

descriptive article with or without illustrations or data in respect of or in connection with the

performance of services.

The pre-existing intellectual property of the Consultant used in deliverables shall remain

vested with the Consultant. Anything developed during the course of the project shall be

owned by the Bank.

7.17 Confidentiality Information provided under this RFP and subsequent Service Agreement (if the Consultant is

selected) is confidential and neither Party shall at any time either during the association or at



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any time thereafter divulge either directly or indirectly to any person(s), firm or company,

business entity, or other organisation whatsoever, any Confidential Information that the Other

Party may acquire during the course of such association or otherwise concerning the Other

Party‟s business, property, contracts, trade secrets, clients or affairs.

“Confidential Information” means any and all information that is or has been received by the

“Receiving Party “from the “Disclosing Party “and that:

a. Relates to the Disclosing Party; and

b. Is designated by the Disclosing Party as being confidential or is disclosed in

circumstances where the Receiving Party would reasonably understand that the

disclosed information would be confidential or

c. Is prepared or performed by or on behalf of the Disclosing Party by its employees,

officers, directors, agents, representatives or consultants.

d. Without limiting the generality of the foregoing, Confidential Information shall mean and

include any information, data, analysis, compilations, notes, extracts, materials, reports,

specifications or other documents or materials that may be shared by the Bank with the

Consultant.

e. “Confidential Materials” shall mean all tangible materials containing Confidential

Information, including, without limitation, written or printed documents and computer disks

or tapes whether machine or user readable.

f. Information disclosed pursuant to this clause will be subject to confidentiality for the term

of contract plus two years. However, where Confidential Information relates to the Bank‟s

data or data of the Bank customers, including but not limited to the Bank customers ‟or

the Bank employees‟ personal data or such other information as the Bank is required by

banking secrecy or such other laws to protect for an indefinite period, such Confidential

Information shall be protected by the receiving party for an indefinite period or until such

time when the receiving party no longer has access to the Confidential Information and

has returned or destroyed all Confidential Information in its possession.

g. Nothing contained in this clause shall limit Consultant from providing similar services to

any third parties or reusing the skills, know-how and experience gained by the employees

in providing the services contemplated under this clause, provided further that the

Consultant shall at no point use the Bank‟s confidential information or Intellectual

property.

The Parties will, at all times, maintain confidentiality regarding the contents of this RFP and

subsequent Agreement and proprietary information including any business, technical or

financial information that is, at the time of disclosure, designated in writing as confidential, or

would be understood by the Parties, exercising reasonable business judgment, to be

confidential.



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The Parties will keep in confidence and not disclose to any third party any and all Confidential

Information available to the Parties, whether such information is given in writing or, is oral or

visual, and whether such writing is marked to indicate the claims of ownership and/or secrecy

or otherwise. Except as otherwise provided in this RFP, the Parties shall not use, nor

reproduce for use in any way, any Confidential Information. The Parties agrees to protect the

Confidential Information of the other with at least the same standard of care and procedures

used to protect its own Confidential Information of similar importance but at all times using at

least a reasonable degree of care.

If the Consultant hires another person to assist it in the performance of its obligations under

this RFP, or assigns any portion of its rights or delegates any portion of its responsibilities or

obligations under this RFP and subsequent Agreement to another person, it shall cause its

assignee or delegate to be bound to retain the confidentiality of the Confidential Information in

the same manner as the Consultant is bound to maintain the confidentiality.

The Receiving Party shall, at all times regard, preserve, maintain and keep as secret and

confidential all Confidential Information and Confidential Materials of the Disclosing Party

a. Disclose, transmit, reproduce or make available any such Confidential Information and

materials to any person, firm, Company or any other entity other than its directors,

partners, advisers, agents or employees, sub-contractors and contractors who need to

know the same for the purposes of maintaining and supporting the equipment provided

as a part of the contract. The Receiving Party shall be responsible for ensuring that the

usage and confidentiality by its directors, partners, advisers, agents or employees, sub-

contractors and contractors is in accordance with the terms and conditions and

requirements of this RFP; or

b. Unless otherwise agreed herein, use of any such Confidential Information and materials

for its own benefit or the benefit of others or do anything prejudicial to the interests of

the Disclosing Party or its customers or their projects.

In maintaining confidentiality here under the Receiving Party on receiving the confidential

information and materials agrees and warrants that it shall:

a. Take at least the same degree of care in safeguarding such Confidential Information

and materials as it takes for its own confidential information of like importance and such

degree of care shall be at least, that which is reasonably calculated to prevent such

inadvertent disclosure.

b. Keep the Confidential Information and Confidential Materials and any copies there of

secure and in such a way so as to prevent unauthorized access by any third party

c. Limit access to such Confidential Information and materials to those of its directors,

partners, advisers, agents or employees, sub-contractors and contractors who are

directly involved in the consideration/evaluation of the Confidential Information and bind

each of its directors, partners, advisers, agents or employees, sub-contractors and

contractors so involved to protect the Confidential Information and materials in the



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manner prescribed in this document.

d. Upon discovery of any unauthorized disclosure or suspected unauthorized disclosure of

Confidential Information, promptly inform the Disclosing Party of such disclosure in

writing and immediately return other Disclosing Party all such Information and

materials, in whatsoever form, including any and all copies thereof

e. The Receiving Party who receives the confidential information and materials agrees

that on receipt of a written demand from the Disclosing Party;

i. Immediately return all written Confidential Information, Confidential materials and all

copies thereof provided to, or produced by it or its advisers, as the case may be,

which is in the Receiving Party‟s possession or under its custody and control

ii. To the extent practicable, immediately destroy all analyses, compilations, notes,

studies, memoranda or other documents prepared by it or its advisers

iii. to the extent that the same contain, reflect or derive from Confidential Information

relating to the Disclosing Party

iv. So far as it is practicable to do so immediately expunge any Confidential

Information relating to the Disclosing Party or its projects from any computer, word

processor or other device in its possession or under its custody and control

v. To the extent practicable, immediately furnish a certificate signed by its director or

other responsible representative confirming that to the best of his/ her knowledge,

information and belief, having made all proper enquiries the requirements of this

paragraph have been fully complied with

vi. The rights in and to the data/ information residing at the Bank‟s premises, including

at the Disaster Recovery Centre even in the event of disputes shall at all times

solely vest with the Bank

f. This shall not be applicable and shall impose no obligation on the receiving party with

respect to any portion of Confidential Information which:

i. Was at the time received or which thereafter becomes, through no act or failure on

the part of the receiving party, generally known or available to the public;

ii. Is known to the receiving party at the time of receiving such information as

evidenced by documentation then right-fully in the possession of the receiving

party;

iii. Is furnished by others to the receiving party without restriction of disclosure;

iv. Is there after rightfully furnished to the receiving party by a third party without

restriction by that third party on disclosure;



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v. Has been disclosed pursuant to the requirements of law or by any court of

competent jurisdiction, the rules and regulations of any recognized stock exchange

or any enquiry or investigation by any governmental, statutory or regulatory body

which is lawfully entitled to require any such disclosure provided that, so far as it is

lawful and practical to do so prior to such disclosure, the Receiving Party shall

promptly notify the Disclosing Party of such requirement with a view to providing the

Disclosing Party an opportunity to obtain a protective order or to contest the

disclosure or otherwise agree to the timing and content of such disclosure

vi. Was independently developed by the receiving party without the help of the

Confidential Information.

On termination of the RFP and subsequent Agreement, each party must immediately return to

the other party or delete or destroy all Confidential Information of the other party and all notes

and memoranda (including copies of them) containing Confidential Information of the other

party in its possession or control save for that training materials and Documentation that has

been provided to the Bank which is contemplated for continued realization of the benefit of the

Services. Notwithstanding the foregoing, Consultant may retain a copy of such information

(but which shall not include customer data and Confidential Information) as may be necessary

for archival purpose. Where Confidential Information relates to the Bank‟s data or data of the

Bank customers, including but not limited to the Bank customers‟ or the Bank employees‟

personal data or such other information as the Bank is required by banking secrecy or such

other laws to protect for an indefinite period, such Confidential Information shall be protected

by the receiving party for an indefinite period or until such time when the receiving party no

longer has access to the Confidential Information and has returned or destroyed all

Confidential Information in its possession.

The Confidential Information and materials and all copies thereof, in whatsoever form shall at

all times remain the property of the Disclosing Party and its disclosure under the contract shall

not confer on the Receiving Party any rights whatsoever beyond those contained in the

contract.

Without prejudice to any other rights or remedies which a Party may have, the Parties

acknowledge and agree that damages would not be an adequate remedy for any breach of

the clause and the remedies of injunction, specific performance and other equitable relief are

appropriate for any threatened or actual breach of any such provision and no proof of special

damages shall be necessary for the enforcement of the rights under this Clause. Further,

breach of this Clause shall be treated as “Material Breach” for the purpose of the contract.

The confidentiality obligations shall survive the expiry or termination of the agreement

between the Consultant and the Bank.

The Bank shall use the deliverables only for internal use as per the agreement. Disclosure to

third parties shall be after removing consultant‟s reference, except when the information is

required for submission to statutory / regulatory authorities.



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7.18 Indemnification All applicants under the RFP absolutely, irrevocably and unconditionally hereby

indemnifies and undertakes to keep IDBI Bank and /or its directors, officers, employees,

agents, and representatives indemnified and hold harmless for all time from and against all

charges, costs, losses, claims, demands, damages, liabilities, obligations, suits, judgments,

penalties, proceedings, prosecutions, litigations, or actions, financial or otherwise; at law or

equity, including the expenses of defending any claim of liability by any third party, and from

and against all actual damages sustained, whatsoever, whether past, or current suffered

or incurred by IDBI Bank and or its directors, officers, employees, agents and

representatives due to reason of (a) breach, misconduct, omission, or (b) negligence on the

part of the Consultant and or its directors, employees, in the performance of the Services

including, but not limited to, any claim arising out of improper or illegal use or adoption or

invasion or infringement of the copyright or intellectual property right. The total liability of the

selected Consultant under this clause and contract shall not exceed the total contract value.

The Indemnification shall survive the expiry or termination of the agreement between the

Consultant and the Bank.

7.19 Termination In the event of non-performance of the Consultant as decided by the Bank or any disputes or

differences arising between the Parties hereto on any matter / provision set out in this RFP

and subsequent Service Agreement for the selected Consultant, the Parties shall try to

resolve the matter amicably inter se. The defaulting Party shall be given notice of 30 days to

alter the situation and resolve the dispute or reverse the damage caused in any way.

In the event the defaulting Party does not comply with its obligations, on the termination of

the notice period, the Other Party shall be at liberty to terminate the Agreement, without

further notice, and shall additionally have the right to claim any further rights available under

the law, including without limitation, the right to damages.

Upon termination of the Agreement, the Consultant would promptly hand over to IDBI Bank all

Deliverable Items, including work-in-progress, all “as is where is” condition subject to the

mutual settlement of all money due and payable to them being paid. During the period of

notification of termination, the Consultant shall complete pending assignments and IDBI Bank

shall agree to settle the dues in respect of assignments after completion thereof by the

Consultant, except if specifically instructed by IDBI Bank to act otherwise. In such case, the

payment due to the Consultant would be determined on the basis of the last completed

milestone as per the programme schedule.

IDBI Bank would also have the right to terminate such Service Agreement with three months‟

notice without assigning any reason.

The Bank reserves the right to cancel the contract of the selected Consultant and recover

expenditure incurred by the Bank in any of the following circumstances:

a. The Consultant becomes insolvent or goes into liquidation voluntarily or otherwise



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b. An attachment is levied or continues to be levied for a period of 7 days upon effects of

the bid

c. The progress regarding execution of the contract, made by the selected Consultant is

found to be unsatisfactory.

d. If deductions on account of Penalty exceeds more than 10% of the total contract price.

e. If the selected Consultant fails to complete the due performance of the contract in

accordance with the agreed terms and conditions.

f. If the selected Consultant gets merged/ taken over by another firm.

7.20 Arbitration Without prejudice to the right of the Bank to terminate the RFP/Contract and pursue other

remedies under RFP/Contract, if a dispute, controversy or claim arises out of or relates to the

contract, or breach, termination or invalidity thereof, and if such dispute, controversy or claim

cannot be settled and resolved by the Parties through discussion and negotiation, then the

Parties shall refer such dispute to sole Arbitrator appointed with the mutual consent of the

Bank and the Consultant. The arbitration proceedings shall be conducted in English and a

written order shall be prepared. The venue of the arbitration shall be Mumbai, Maharashtra.

The arbitration shall be held in accordance with the Arbitration and Conciliation Act, 1996.

The arbitration award shall be final, conclusive and binding upon the Parties and judgment

may be entered thereon, upon the application of either Party to a court of competent

jurisdiction. Each Party shall bear the cost of preparing and presenting its case, and the cost

of arbitration, including fees and expenses of the arbitrators, shall be shared equally by the

Parties unless the award otherwise provides. The decision of the Arbitrator shall be final and

binding upon the Parties, provided that each Party shall at all times be entitled to obtain

equitable, injunctive or similar relief from any court having jurisdiction in order to protect its

intellectual property and confidential information.

7.21 Publicity Any publicity by the Consultant in which the name of the Bank is to be used should be done

only with the explicit prior written permission of the Bank.

7.22 Notices and other Communication If a notice has to be sent to either of the parties following the signing of the contract, it has to

be in writing and shall be sent personally or by certified or registered post with

acknowledgement due or courier or email duly transmitted, facsimile/ fax transmission (with

hard copy to follow for email/fax), addressed to the other party at the addresses, email and

fax number given in the contract.

Notices shall be deemed given upon receipt, except that notices sent by registered post in a

correctly addressed envelope shall be deemed to be delivered within 5 working days

(excluding Sundays and public holidays) after the date of mailing dispatch and in case the

communication is made by facsimile transmission or email, on business date immediately

after the date of successful facsimile/ email transmission (that is, the sender has a hard copy

of a confirmation page evidencing that the facsimile was completed in full to the correct fax

number or email sent to correct email address).



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Any Party may change the address, email address and fax number to which notices are to be

sent to it, by providing written notice to the other Party in one of the manners provided in this

section.

7.23 Written Notice of change in name, form or control of either Party The Consultant shall provide IDBI Bank with prompt 30 days prior written notice of any

change in Consultant‟s name, ownership, or form of organisation. The Consultant shall also

provide IDBI Bank with prompt written notice and in any event within a period of 30 days of

the occurrence of any event, which could jeopardize or materially impact its ability to perform

its obligations under this Agreement in a timely manner.

7.24 Violation of Terms The Bank shall be entitled to an injunction, restraining order, right for recovery, suit for

specific performance or such other equitable relief as a court of competent jurisdiction may

deem necessary or appropriate to restrain the Consultant from committing any violation or

enforce the performance of the covenants, obligations and representations contained in this

RFP. These injunctive remedies are cumulative and are in addition to any other rights and

remedies the Bank may have at law or inequity, including without limitation a right for recovery

of any amounts and related costs and a right for damages.

7.25 Limitation of Liability Save and except as provided in “Terms of Compensation” and “Termination” herein, neither

Party shall be liable to the other for any lost revenue, lost profits or other incidental or

consequential damages based on any breach or default under this Agreement.

The Consultant‟s aggregate liability in connection with obligations undertaken as a part of the

RFP regardless of the form or nature of the action giving rise to such liability (whether in

contract, to otherwise),shall be at actual and limited to the Total Contract Value. Consultant‟s

liability in case of claims by the Bank resulting from Willful Misconduct or Gross Negligence of

Consultant, its employees and Subcontractors or from infringement of patents, trademarks,

copyrights or such other Intellectual Property Rights or breach of confidentiality obligations

shall be unlimited.

The Bank shall not be held liable for and is absolved of any responsibility or claim/ litigation

arising out of the use of any third party software or modules supplied by Consultant as part of

procurement under the RFP. It is expressly agreed between the Parties that for any event

giving rise to a claim, the Bank shall have the right to make a claim (including claims for

indemnification under the procurement in this RFP) against the Consultant.

7.26 Survival Any provision of the Contract/ this RFP (if any) which, either expressly or by implication,

survive the termination or expiry of the Contract, shall be complied with by the Parties in the

same manner as if the Contract/ RFP is valid, subsisting and in full force and effect.

In the event of the Termination of the Agreement (with the selected Bidder) in whole or in part,

the Clauses titled “Compensation”, “Rights in Intellectual Property and Material”,

“Indemnification”, “Confidentiality”, and “Limitation of Liability” shall survive and continue in



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effect and shall ensure to the benefit of and be binding upon both the Parties, their

successors and assigns.

7.27 Severability Each of the above restrictions is separate and severable from the other. Any provision, which

is invalid or unenforceable, shall be ineffective to the extent of such invalidity or

unenforceability, without affecting in any way the remaining provisions hereof.

7.28 No Agency: The Service(s) of the successful bidder herein shall not be construed as any agency of IDBI Bank and there shall be no principal agency relationship between IDBI Bank and the successful bidder in this regard.

7.29 Corrupt and Fraudulent practices As per Central Vigilance Commission (CVC) directives, it is required that

Consultants/Suppliers/ Contractors observe the highest standard of ethics during the

procurement and execution of such contracts in pursuance of this policy:

a. “Corrupt Practice” means the offering, giving, receiving or soliciting of anything of

values to influence the action of an official in the procurement process or in contract

execution; and

b. “Fraudulent Practice” means a misrepresentation of facts in order to influence a

procurement process or the execution of contract to the detriment of the Bank and

includes collusive practice among consultants (prior to or after bid submission)

designed to establish bid prices at artificial non-competitive levels and to deprive the

Bank of the benefits of free and open competition.

The Bank reserves the right to reject a proposal for award if it determines that the Consultant

recommended for award has engaged in corrupt or fraudulent practices in competing for the

contract in question. The Bank reserves the right to declare a firm ineligible, either indefinitely

or for a stated period of time as per the Bank‟s discretion, to be awarded a contract if at any

time it determines that the firm has engaged in corrupt or fraudulent practices in competing for

or in executing the contract.

7.30 Adherence to Standards The selected Consultant should adhere to all the applicable laws of land and rules,

regulations and guidelines prescribed by various regulatory, statutory and Government

authorities.

The Bank reserves the right to conduct an audit/ ongoing audit of the consulting services

provided by the selected Consultant. The Bank reserves the right to ascertain information

from the other banks and institutions to which the Consultants have rendered their services

for execution of similar programmes.

The selected Consultant shall allow the Reserve Bank of India (RBI) or persons authorized by

it to access the documents, records of transaction or any other information given to, stored or

processed by the selected Consultant relating to this RFP, within a reasonable time failing



33

which selected Consultant will be liable to pay any charges/penalty levied by RBI. The

selected Consultant shall allow the Reserve Bank of India to conduct audits or inspection of

its Books and account with regard to the Bank or this RFP by one or more of RBI officers or

employees or other persons duly authorized by RBI.

7.31 Conflict of interest The Consultant shall strictly avoid conflicts with other assignments/jobs or their own corporate

interest and shall disclose to IDBI Bank all actual and potential conflicts that exist, arise or

may arise in the course of performing the services after it becomes aware of that conflict.

7.32 Sub Contracts Neither the contract nor any rights granted under the contract can be sold, leased, assigned,

or otherwise transferred, in whole or in part, by the selected Consultant without advance

written consent of the Bank. Any such sale, lease, assignment or otherwise transfer shall be

void and be of no effect. The selected Bidder shall not subcontract or permit anyone other

than its personnel to perform any of the work, service or other performance required of the

selected Bidder under the contract. Formation of consortium or association of consultants and

engaging sub consultants is not allowed and such proposals will be disqualified at the

evaluation stage itself.

7.33 Non-solicitation The selected Consultant, during the term of the contract and for a period of two years

thereafter shall not without the express prior written consent of the Bank, directly or indirectly:

a. Recruit, hire appoint or engage or attempt to recruit, hire, appoint or engage or discuss

employment with or otherwise utilize the services of any person who has been an

employee or associate or engaged in any capacity, by the Bank in rendering services in

relation to the contract; or

b. Induce any person who shall have been an employee or associate of the Bank at any

time to terminate his/ her relationship with IDBI Bank.

7.34 No Employer Employee Relationship The selected Consultant or any of its holding/subsidiary/joint-venture/ affiliate/ group/ client

companies or any of their employees/ officers/ staff/ personnel/ representatives/ agents shall

not, under any circumstances, be deemed to have any employer-employee relationship with

IDBI Bank or any of its employees/ officers/ staff/ representatives/personnel/agents.

7.35 Vicarious Liability The selected Consultant shall be the principal employer of the employees, agents,

contractors, sub-contractors etc., engaged by the selected Consultant and shall be vicariously

liable for all the acts, deeds, matters or things, whether the same is within the scope of power

or outside the scope of power, vested under the contract. No right of any employment in the

Bank shall accrue or arise, by virtue of engagement of employees, agents, contractors,

subcontractors etc. by the selected Consultant, for any assignment under the contract. All

remuneration, claims, wages dues etc.of such employees, agents, contractors, sub-

contractors etc. of the selected Consultant shall be paid by the selected Consultant alone and



34

the Bank shall not have any direct or indirect liability or obligation, to pay any charges, claims

or wages of any of the selected Consultant‟s employees, agents, contractors, subcontractors

etc. The selected Consultant shall agree to hold the Bank, its successors, assigns and

administrators fully indemnified, and harmless against loss or liability, claims, actions or

proceedings, if any, whatsoever nature that may arise or caused to the Bank through the

action of selected Consultant‟s employees, agents, contractors, subcontractors etc.

7.36 Other Conditions It is clarified, as and by way of abundant caution that IDBI Bank will have all ownership and /

or license rights on all the ideas, concepts, proposals, etc. developed by the Consultant

during the course of this assignment as specified in the RFP and paid for by IDBI Bank.

IDBI Bank reserves the right to negotiate any aspect of proposal with any Consultant and

negotiate with more than one Consultant at a time after the RFP closes to improve upon or

clarify any response or bid proposal.

IDBI Bank reserves the right to ask some or all consultants for clarification of their offer to

assist in the scrutiny, evaluation and comparison of offers and based on this, disqualify the

Consultant whose clarification is found not suitable for the proposed project.

IDBI Bank reserves the right to share the information/clarifications provided in response to RFP by any Consultant, with any other Consultant(s)/others, in any form.

7.37 Representations and Warranties

In order to induce IDBI Bank to enter into the Contract, the bidder hereby represents and warrants as of the date hereof, which representations and warranties shall survive the term and termination hereof, the following:

a) That the bidder is a partnership firm/LLP/company which has the requisite qualifications, skills, experience and expertise in providing the service(s), the technical know-how and the financial wherewithal, the power and the authority to enter into the Contract and provide the service(s) sought by IDBI Bank.

b) That the bidder is not involved in any major litigation and no litigation or investigation is threatened against the bidder. That the existing or threatened litigations or investigations do not have an impact of affecting or compromising the performance and delivery of service(s) under the RFP/Contract.

c) That the representations made by the bidder in its bid are and shall continue to remain true and fulfill all the requirements as are necessary for executing the duties, obligations and responsibilities as laid down in the Contract and RFP and unless IDBI Bank specifies to the contrary, the bidder shall be bound by all the terms of the bid. The bidder has not suppressed any information, which is within the knowledge of the bidder.

d) That the bidder meets the requisite eligibility criteria as set out hereinabove and has the requisite professional skills, personnel and resources/authorizations that are necessary for providing / rendering all such service(s) as are necessary to perform its obligations under the bid and this Contract



35

e) That the bidder shall ensure that all assets including but not limited to software‟s, licenses, databases, documents, etc. developed, procured, deployed and created during the term of the Contract are duly maintained and suitably updated, upgraded, replaced with regard to contemporary and statutory requirements.

f) That the bidder shall use such assets of IDBI Bank as IDBI Bank may permit for the sole purpose of execution of its obligations under the terms of the bid, or the Contract. The bidder shall however, have no claim to any right, title, lien or other interest in any such property, and any possession of property for any duration whatsoever shall not create any right in equity or otherwise, merely by fact of such use or possession during or after the term hereof.

g) That the bidder shall procure all the necessary permissions and requisite authorities approvals, consents, no objections and licenses for use of various software and any copyrighted process/product free from all claims, titles, interests and liens thereon, and shall keep IDBI Bank, its directors, officers, employees, representatives, consultants and agents indemnified in relation thereto.

h) That all the representations and warranties as have been made by the bidder with respect to its bid and the Contract, are true and accurate, and shall continue to remain true and accurate through the term of the Contract.

i) That the execution of the service(s) herein is and shall be strictly in accordance and in compliance with all applicable laws, as amended from time to time, the regulatory framework governing the same and the good industry practice.

j) That there are – (a) no legal proceedings pending or threatened against bidder or its team which adversely affect/may affect performance under the Contract; and (b) no inquiries or investigations have been threatened, commenced or pending against the bidder or its team members by any statutory or regulatory or investigative agencies.

k) That the bidder has the corporate power to execute, deliver and perform the terms and provisions of the Contract and has taken all necessary corporate action to authorize the execution, delivery and performance by it of the Contract.

l) That all the conditions precedent under the Contract has been complied.

m) That neither the execution and delivery by the bidder of the Contract nor the bidder‟s compliance with or performance of the terms and provisions of the Contract (i) will contravene any provision of any applicable laws or any order, writ, injunction or decree of any court or governmental authority binding on the bidder (ii) will conflict or be inconsistent with or result in any breach of any or the terms, covenants, conditions, provisions or stipulations of, or constitute a default under any agreement, contract or instrument to which the bidder is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will violate any provision of the Constitutional Documents (if applicable) of the bidder.

n) That the bidder certifies that all registrations, recordings, filings and notarizations of the Contract and all payments of any tax or duty, including without limitation stamp duty, registration charges or similar amounts which are required to be effected or made by the Bidder which is necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Contract have been made by him/her/it.



36

o) That the bidder confirms that there has not and shall not occur any execution, amendment or modification of any agreement/contract without the prior written consent of IDBI Bank, which may directly or indirectly have a bearing on the Contract or service(s).

p) That the bidder owns, has license to use or otherwise has the right to use, free of any pending or threatened liens or other security or other interests all Intellectual Property Rights, which are required or desirable for the service(s) and the bidder does not, in carrying on its business and operations, infringe any Intellectual Property Rights of any person. None of the Intellectual Property or Intellectual Property Rights owned or enjoyed by the bidder or which the bidder is licensed to use, which are material in the context of the bidder‟s business and operations are being infringed nor, there is any infringement or threatened infringement of those Intellectual Property or Intellectual Property Rights licensed or provided to the bidder by any person. All Intellectual Property Rights (owned by the bidder or which the bidder is licensed to use) are valid and subsisting. All actions (including registration, payment of all registration and renewal fees) required to maintain the same in full force and effect have been taken thereon and shall keep IDBI Bank, its directors, officers, employees, agents, representatives and consultants indemnified in relation thereto.

7.38 Relationship between the Parties:

Nothing in the Contract constitutes any fiduciary relationship between IDBI Bank and successful bidder/its team or any relationship of employer - employee, principal and agent, or partnership, between IDBI Bank and the successful bidder.

No Party has any authority to bind the other Party in any manner whatsoever, except as agreed under the terms of the Contract.

IDBI Bank has no obligation to the successful bidder‟s except as agreed under the terms of the Contract.

All employees/personnel/ representatives/agents etc., engaged by the successful bidder for performing its obligations under the Contract/RFP shall be in sole employment of the successful bidder and the successful bidder shall be solely responsible for their salaries, wages, statutory payments etc. Under no circumstances, shall IDBI Bank be liable for any payment or claim or compensation (including but not limited to any compensation on account of any injury / death / termination) of any nature to the employees/personnel/representatives/agent etc. of the successful bidder.

The successful bidder shall disclose to IDBI Bank in writing, all actual and potential conflicts of interest that exist, arise or may arise (either for the successful bidder or its team/agents/representatives/personnel etc.) in the course of performing the services as soon as practical after it becomes aware of that conflict.

The successful bidder shall not make or permit to be made a public announcement or media release about any aspect of the Contract unless IDBI Bank first gives the successful bidder its prior written consent



37

8 Annexures

Annexure 1 – Undertaking regarding agreement of all terms of RFP

To,

The Chief General Manager, Corporate Strategy & Communications Department, IDBI Tower, 19th Floor, WTC Complex, Cuffe Parade, Mumbai-400005.

Dear Sir,

1) Having examined the RFPs including all Annexures and Appendices, the receipt

of which is hereby duly acknowledged, we, the undersigned qualify under the minimum eligibility criteria and offer to supply, deliver, implement and commission ALL the items mentioned in the ‟Request for Proposal” and the other schedules of requirements and services for IDBI Bank in conformity with this RFP.

Sr No

Particulars Details

1. Name of Consultancy

2. Registered Address

3. Website address

4. Nature of entity (partnership/ private/ public etc)

5. Name of Partners / Directors

6. Date of Incorporation

7. Details of authorized contact person

Name

Designation

Telephone nos

Mobile no

Email Address

Fax no

2) We confirm that we have the in-house capabilities to complete the assignment mentioned under this RFP on our own and not through any associate.

3) We confirm that we have the technical capabilities to deliver all the requirements of the above mentioned RFP.

4) We hereby certify that we have provided all the information requested by the Bank in the format requested for. The information provided is correct and true to the best of our knowledge. In case at any stage, it is found that the information given by us is false / not correct or in a different format, IDBI Bank shall have the absolute right to take any action as deemed fit without any prior intimation to us.



38

5) We agree to abide by the terms of this Tender from the date fixed for receiving the same or agreed extended period and it shall remain binding upon us and may be accepted at any time before the expiry of the period.

6) If our Proposal is accepted, we undertake to complete and deliver the whole of the works comprised in the RFP; comply with the delivery schedule as mentioned in the RFP and agree to abide by the General Terms and Conditions.

7) We agree to abide by this Financial Proposal for 90 days from the date of the Financial Proposal opening and our Offer shall remain binding on us and may be accepted by the Bank any time before expiry of the offer.

8) Unless and until a formal Agreement is prepared and executed, this Tender together with our written acceptance thereof shall constitute binding Terms and Conditions between IDBI Bank and us

9) We understand that the Request for Proposal (RFP) does not commit IDBI Bank to

reimburse the Participant for any costs incurred in submission of this proposal. All statements in this RFP and any pre-contract negotiations, understandings and agreements resulting from this RFP are preliminary; consequently, IDBI Bank has no obligation to us until a written contract is executed.

10) We agree that the Bank is not bound to accept the lowest or any Bid the Bank may receive.

11) We understand that IDBI Bank has the right, without assigning reasons

thereof, to i) Reject, amend, and modify any condition contained in the RFP ii) Terminate this RFP iii) Negotiate with one or more Participants iv) Not award the assignment to any of the Participants and / or recommence the entire process. v) Contract with one or more Participants for any reasons whatsoever. vi) Modify the requirements and terms of this RFP and request revised proposals from some or all of the Participants.

Signature of Authorised Person of bidder

Full Name& Designation of Authorised Person

Date:

Seal of Bidder



39

Annexure 2 – Format for Relevant Engagements

Please use the format below to provide information for which your firm was legally contracted for

carrying out consulting assignment.

(Use separate sheet for each client)

Name of the Client

Description of the assignment

Duration of the assignment

(in months) as per agreement:

Start Date

End Date

Duration of all the consulting

assignments for the client (in

months):

Number of professional staff

provided for the consulting

assignments for the client

Terms of Reference

Impact achieved

Contact Details of senior Executive of the Client

(Name, Contact Number, email id)

Completion Letter / Reference Letter (Format given in annexure 3) from relevant Senior

Executive of the client to be attached for each engagement reference mentioned

Signature of Authorised Person of bidder

Full Name& Designation of Authorised Person

Date:

Seal of Bidder



40

Annexure 3 – Format for Reference Letter from Client

(On letterhead of the client duly stamped and signed)

Date: ______ (not older than 1 month)

TO WHOM SO EVER IT MAY CONCERN

This is to certify that the following (Name of the Company) has been engaged

by us for management consulting services for (Caption of the assignment

undertaken) for a period of _______ months/ years from ____ (Start date) to

__________ (End Date) .

Name:

Designation:



41

Annexure 4 – Declaration: No Ownership or Control of IDBI Bank Directors/

Employees(or relatives)

(On letterhead of the bidder duly stamped and signed)

DECLARATION-CUM-CERTIFICATE


This is to certify that ____(Name of bidder)__ is not owned or controlled by any

Director or Employee (or Relatives) of IDBI Bank

Name:

Designation:

Date:



42

Annexure 5 – Declaration: Not penalized or Found Guilty in any Court of Law

(On letterhead of the bidder duly stamped and signed)



This is to certify that the consulting firm/company has not been penalized or

found guilty in any court of Law and the firm/ company has not been blacklisted /

debarred by any Central Government Ministry / Bank / RBI/ IBA / any regulatory

authority during last three years i.e. April 2014-March 2017 and April 2017 onwards

till date

Further, this is to certify that ____________does not have any legal, civil,

criminal, taxation and other cases pending against ________________that may

have any impact affecting or compromising the delivery of services required.

Name:

Designation:

Date:



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Annexure 6 – Declaration: Number of Full Time professionals

(On letterhead of the consultant duly stamped and signed)



This is to certify that ____(Name of consulting firm)__ has ________ full time

professional staff engaged exclusively in consulting services in India as on

April 01, 2017.

Name:

Designation:

Date:



44

Annexure 7 – Approach and Methodology

The Management Consultancy bidding firm/ company should submit the Approach, Methodology

and work plan in one integrated document. The submission should highlight Management

Consultancy firm's analysis of the current issues before IDBI Bank and likely solutions to address

these. It should highlight the proposed approach and methodology for delivery of the assignment

proposed given the understanding of the Bank.

The approach and work plan should clearly highlight the implementation roadmap. It must also

include the plan for transfer of knowledge and capability building for the employees of the Bank

and the work-steps for institutionalisation of change with clearly defined timelines, milestones

and deliverables.

The scope of work is as defined in the RFP.



45

Annexure 8 – Resources and Staffing

i. Team Profile

Profile of Proposed Team Leader and other Senior Members

Name

Present Designation

Qualifications

Nationality

Years in the firm and Total Work

experience

Language proficiency

Areas of expertise relevant to the RFP

Role in the proposed project

Engagement Details

ii. Proposed list of dedicated personnel

S. No

Name

Age

Qualification Experience

relevant to RFP

Proposed Role in

the Team

Senior Management

1

2

Middle Management

1

2

Junior Management

1

2

A list of dedicated personnel, to be deployed for the project to be furnished with details as per

the table above.

The Bank shall reserve the right to seek the change of resource personnel in case of need.



46

iii. Staffing Schedule

The staffing schedule for all the dedicated Team Members proposed for the engagement should

be provided for the entire duration of the engagement as per the format provided below:

S.

No

Details to be provided

1. Name of the dedicated

Team Member with time

allocation (in% age)

2. No. of staff deployed for

full-time onsite

Signature of Authorised Person of Bidding firm/ company

Full Name & Designation of Authorised Person

Name of the Bidding firm/ company

Date:

Seal of Bidder



47

Annexure 9 – Financial Bid format

S.

No.

Scope of Work All-inclusive cost

(INR)

(Exclusive of taxes)

In figures In words

1. Total Cost for Consultancy

Signature of Authorised Person of Bidding firm/ company

Full Name & Designation of Authorised Person

Name of the Bidding firm/ company

Date:



48

Annexure 10 –Integrity Pact

INTEGRITY PACT

To, The Chief General Manager Corporate Strategy & Communications Department, IDBI Tower, 19th Floor, WTC Complex, Cuffe Parade, Mumbai-400005.

Subject: Submission of Tender for the work……………

Dear Sir,

I/We acknowledge that IDBI Bank is committed to follow the principle of transparency, equity and competitiveness as enumerated in the Integrity Agreement enclosed with the tender/bid document.

I/We agree that the Request for Proposal (RFP) is an invitation to offer made on the condition that I/We will sign the enclosed integrity Agreement, which is an integral part of tender documents, failing which I/We will stand disqualified from the tendering process. I/We acknowledge that THE MAKING OF THE BID SHALL BE REGARDED AS AN UNCONDITIONAL AND ABSOLUTE ACCEPTANCE of this condition of the RFP.

I/We confirm acceptance and compliance with the Integrity Agreement in letter and spirit and further agree that execution of the said Integrity Agreement shall be separate and distinct from the main contract, which will come into existence, when tender/bid is finally accepted by IDBI Bank. I/We acknowledge and accept the duration of the Integrity Agreement, which shall be in the line with Article 6 of the enclosed Integrity Agreement.

I/We acknowledge that in the event of my/our failure to sign and accept the Integrity Agreement, while submitting the tender/bid, IDBI Bank shall have unqualified, absolute and unfettered right to disqualify the tenderer/bidder and reject the tender/bid in accordance with the terms and conditions of the tender/bid.

Yours faithfully

(Duly authorized signatory of the Bidder)

To be signed by the bidder and same signatory competent / authorized to sign the relevant contract on behalf of IDBI Bank.



49

INTEGRITY AGREEMENT

This Integrity Agreement is made at ............... on this...........day of ............. 20…....

BETWEEN

IDBI BANK LIMITED, a company registered under the Companies Act, 1956 and within the meaning of Section 2(20) of the Companies Act, 2013 and a banking company within the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) and having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 in the State of Maharashtra

(Hereinafter referred as “IDBI Bank” or “Bank ‟, which expression shall unless repugnant to the meaning or context hereof include its successors and assigns)

AND

............................................................ (Name and Address of the Firm/ Company ................................................. Through (Details of duly Authorised signatory)

And

(Hereinafter referred to as the “Bidder/Contractor”, which expression shall, unless repugnant to the meaning or context here of include, its successors and permitted assigns)

The Bank/IDBI Bank and the Bidder/Contractor are collectively referred to as “parties” and individually referred to as “party”. Preamble

WHEREAS the Bank has floated the Tender for (……..Name of Work…………………..) (hereinafter referred to as “Tender/Bid”) and intends to award, under laid down organizational procedure, contract for ………………………………………hereinafter referred to as the “Contract”.

AND WHEREAS the Bank values full compliance with all relevant laws of the land, rules, regulations, economic use of resources and of fairness/transparency in its relation with its Bidder(s) and Contractor(s). AND WHEREAS to meet the purpose aforesaid both the parties have agreed to enter into this Integrity Agreement (hereinafter referred to as “Integrity Pact” or “Pact”), the terms and conditions of which shall also be read as integral part and parcel of the Tender/Bid documents and Contract between the parties.

NOW, THEREFORE, in consideration of mutual covenants contained in this Pact, the parties hereby agree as follows and this Pact witnesses as under:

Article 1: Commitment of the IDBI Bank

1) IDBI Bank commits itself to take all measures necessary to prevent corruption and to



50

observe the following principles:

(a) No employee of IDBI Bank, personally or through any of his/her family members, will in connection with the Tender, or the execution of the Contract, demand, take a promise for or accept, for self or third person, any material or immaterial benefit which the person is not legally entitled to.

(b) IDBI Bank will, during the Tender process, treat all Bidder(s) with equity and reason. IDBI Bank will, in particular, before and during the Tender process, provide to all Bidder(s) the same information and will not provide to any Bidder(s) confidential / additional information through which the Bidder(s) could obtain an advantage in relation to the Tender process or the Contract execution.

(c) IDBI Bank shall endeavour to exclude from the Tender process any person, whose conduct in the past has been of biased nature.

2) If any information comes to the notice of IDBI Bank on the conduct of any of its employees which is a criminal offence under the Indian Penal code (IPC)/Prevention of Corruption Act, 1988 (PC Act) or is in violation of the principles herein mentioned or if there be a substantive suspicion in this regard, IDBI Bank will inform the Chief Vigilance Officer and in addition can also initiate disciplinary actions as per its internal laid down policies and procedures.

Article 2: Commitment of the Bidder(s)/Contractor(s)

1) It is required that each Bidder/Contractor (including their respective officers, employees and agents) adhere to the highest ethical standards, and forthwith report IDBI Bank about all suspected fraudulent act or corruption or coercion or collusion of any person connected with the tender process which it has knowledge or becomes aware any time, during the tendering process and throughout the negotiation or award of a contract.

2) The Bidder/Contractor commits himself/itself to take all measures necessary to prevent corruption. He/it commits himself/itself to observe the following principles during his/its participation in the Tender process and during execution of the Contract:

a) The Bidder/Contractor shall not, directly or through any other person or firm, offer, promise or give to any of IDBI Bank‟s employees involved in the Tender process or execution of the Contract or to any third person any material or other benefit which he/she is not legally entitled to, in order to obtain in exchange any advantage of any kind whatsoever during the Tender process or during the execution of the Contract.

b) The Bidder/Contractor shall not enter with other Bidder(s) into any undisclosed agreement or understanding, whether formal or informal. This applies in particular to prices, specifications, certifications, subsidiary contracts, submission or non-submission of bids or any other actions to restrict competitiveness or to cartelize in the bidding process.

c) The Bidder/Contractor will not commit any offence under the relevant IPC/PC Act. Further the Bidder/Contract will not use improperly, (for the purpose of competition or personal gain), or pass on to others, any information or documents provided by IDBI Bank as part of the business relationship, regarding plans, technical proposals and business details, including information contained or transmitted electronically.



51

d) The Bidder/Contractor of foreign origin shall disclose the names and addresses of agents/ representatives in India, if any. Similarly Bidder/Contractor of Indian Nationality shall disclose names and addresses of foreign agents/representatives, if any. Either the Indian agent on behalf of the foreign principal or the foreign principal directly could bid in a tender but not both. Further, in cases where an agent participate in a tender on behalf of one bidder, he shall not be allowed to quote on behalf of another bidder along with the first bidder.

e) The Bidder/Contractor will, when presenting his/its bid, disclose any and all payments he/it has made, is committed to or intends to make to agents, brokers or any other intermediaries in connection with the award of the Contract.

3) The Bidder/Contractor will not instigate third persons to commit offences outlined above or be an accessory to such offences.

4) The Bidder/Contractor will not, directly or through any other person or firm indulge in fraudulent practice means a willful misrepresentation or omission of facts or submission of fake/forged documents in order to induce public official to act in reliance thereof, with the purpose of obtaining unjust advantage by or causing damage to justified interest of others and/or to influence the process to the detriment to the interests of IDBI Bank.

5) The Bidder/Contractor will not, directly or through any other person or firm use Coercive Practices against IDBI Bank and/or other bidder(s)/contractor(s). Coerce practices mean the act of obtaining something, compelling an action or influencing a decision through intimidation, threat or the use of force directly or indirectly, where potential or actual injury may befall upon a person, his/ her reputation or property to influence their participation in the tendering process.

Article 3: Consequences of Breach

Without prejudice to any rights that may be available to IDBI Bank under law or the Contract or its established policies and laid down procedures, IDBI Bank shall have the following rights in case of breach of this Integrity Pact by the Bidder(s)/Contractor(s) and the Bidder/ Contractor accepts and undertakes to respect and uphold IDBI Bank‟s absolute right:

1) If the Bidder/Contractor, either before award or during execution of Contract has committed a transgression through a violation of Article 2 above or in any other form, such as to put his reliability or credibility in question, IDBI Bank at its discretion, is entitled to disqualify the Bidder/Contractor from the Tender process or terminate/determine the Contract, if already executed or exclude the Bidder/Contractor from future contract award processes after giving 14 days notice to the contractor. The imposition and duration of the exclusion will be determined by the severity of transgression and determined by IDBI Bank . Such exclusion may be forever or for a limited period as decided by IDBI Bank.

2) Forfeiture of EMD/Performance Guarantee/Security Deposit: If IDBI Bank has disqualified the Bidder(s) from the Tender process prior to the award of the Contract or terminated/determined the Contract or has accrued the right to terminate/determine the Contract according to Article 3(1), IDBI Bank apart from exercising any legal rights that may have accrued to IDBI Bank, may in its considered opinion forfeit the entire amount of Earnest Money Deposit, Performance Guarantee and Security Deposit of the Bidder/Contractor.



52

3) Criminal Liability: If any act/omission or conduct of a Bidder or contractor conduct of a Bidder or Contractor, or of an employee or a representative or an associate of a Bidder or Contractor which constitutes corruption within the meaning of IPC/PC Act brought to the notice of IDBI Bank , or if IDBI Bank has substantive suspicion in this regard, IDBI Bank shall be at liberty to inform the same to law enforcing agencies for further investigation.

Article 4: Previous Transgression

1) The Bidder declares that no previous transgressions occurred in the last 5 years with any other Company in any country confirming to the anticorruption approach or with Central Government or State Government or any other Central/State Public Sector Enterprises in India that could justify his exclusion from the Tender process.

2) If the Bidder makes incorrect statement on this subject, he can be disqualified from the Tender process or the contract, if already awarded, can be terminated for such reason. Principal/owner will be entitled to exclude the contractor from future tender/contract award processes for a period not exceeding three years.

3) Without prejudice to any other legal rights or remedies available to IDBI Bank under the relevant clauses of the tender document.

Article 5: Equal Treatment of all Bidders/Contractors/Subcontractors

1) The Bidder/Contractor shall be responsible for any violation(s) of the principles laid down in this agreement/Pact.

2) IDBI Bank will enter into Pacts on identical terms as this one with all Bidders and Contractors.

3) IDBI Bank will disqualify Bidders, who do not submit, the duly signed Pact, along with the Tender or violate its provisions at any stage of the Tender process, from the Tender process.

Article 6- Duration of the Pact

This Pact begins when both the parties have legally signed it. It expires for the Contractor/ Vendor 12 months after the completion of work under the contract or till the continuation of defect liability period, till the Contract has been awarded. If any claim is made/lodged during the time, the same shall be binding and continue to be valid despite the lapse of this Pacts as specified above, unless it is discharged/ determined by the Competent Authority, IDBI Bank.

Article 7- Other Provisions

1) This Pact is subject to Indian Law, place of performance and jurisdiction is place where office of IDBI Bank, who has floated the Tender, is located.

2) Changes and supplements need to be made inwriting.

3) If the Contractor is a partnership, this Pact must be signed by all the partners. In case of a



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Company/LLP, the Pact must be signed by a representative duly authorized by board resolution.

4) Should one or several provisions of this Pact turn out to be invalid; the remainder of this Pact remains valid. In this case, the parties will strive to come to an agreement to their original intensions.

5) It is agreed term and condition that any dispute or difference arising between the parties with regard to the terms of this Integrity Agreement / Pact, any action taken by IDBI Bank in accordance with this Integrity Agreement/ Pact or interpretation thereof shall not be subject to arbitration.

Article 8- LEGAL AND PRIOR RIGHTS

All rights and remedies of the parties hereto shall be in addition to all the other legal rights and remedies belonging to such parties under the Contract and/or law and the same shall be deemed to be cumulative and not alternative to such legal rights and remedies aforesaid. For the sake of brevity, both the Parties agree that this Integrity Pact will have precedence over the Tender/Contact documents with regard any of the provisions covered under this Integrity Pact. IN WITNESS WHEREOF the parties have signed and executed this Integrity Pact at the place and date first above mentioned in the presence of following witnesses:

............................................................... (For and on behalf of IDBI Bank)

................................................................. (For and on behalf of Bidder/Contractor) WITNESSES:

1. .............................................. (signature, name and address)

2. ............................................... (signature, name and address)

Place:

Dated :